The “Service Provider” means KeyAGENT Limited, a company registered in England and Wales with company number 07144564 and registered office at 3 Loughborough St, Vauxhall, London, SE11 5RB. KeyAGENT’s registered VAT number is 924 5938 95. KeyAGENT can be contacted by telephone at 02036680740 or by email at info@keyagent.co.uk.

The “Client” means the purchaser of the Services under these Terms.

The “Services” means any and all work completed by the Service Provider under these Terms including, without being limited to, those described in Clause 16 below.

The “Intellectual Property Rights” or “IPR” refer to IPRs in any photographs, images, film, plans, drawings, designs and/or any other materials of any type produced or created by the Service Provider, PFA or a sub-contractor or employee on behalf of the Service Provider specifically for the purpose of performing the Services under this Agreement.

The “Professional Field Agent” or “PFA” is any person employed, any contractor or any 3rd party Service Provider used by the Service Provider to provide on-site services in the provision of the Services and shall include, without limitation, photographers, floor planners, domestic energy assessors, videographers and inventory clerks.

Where the words “Writing” or “Written” are used in these terms, they include email.

1 Basis of Agreement

1.1 The Service Provider provides professional photography, floor plan and related services for use in the promotion, for sale or rental, of a Property.

1.2 The Client wishes to engage the Service Provider as its provider subject to, and in accordance with, the terms and conditions of this Agreement.

1.3 The Service Provider wishes to accept such engagement and shall provide its services to the Client subject to, and in accordance with, the terms and conditions of this Agreement. The Service Provider’s acceptance of the Client’s order will take place when the Service Provider writes to the Client to accept it, at which point a contract will come into existence between the Parties.

1.4 If the Service Provider is unable to accept the Client’s order, the Service Provider will inform the Client of this in writing.

1.5 Nothing in this Agreement shall constitute or be deemed to constitute a partnership, joint venture, agency or other fiduciary relationship between the Parties other than the contractual relationship expressly provided for in this Agreement.

2 Duties and Obligations

2.1 Service Provider’s Duties and Obligations

2.1.1 The Service Provider shall:

2.1.1.1 provide the Services with reasonable skill and care to the standards which have been outlined in Clause 16;

2.1.1.2 deliver all deliverables related to orders via email as the standard method of delivery; and

2.1.2 In the case of photographer orders, the Service Provider shall:

2.1.2.1 send the required number of Sample Photos after a successful site visit appointment; and

2.1.2.2 send the required number of Final Enhanced Photos after successful photo selection by the Client.

2.2 Client’s Duties and Obligations

2.2.1 The Client shall:

2.2.1.1 provide all the information, details and deadlines to allow the Service Provider to perform its duties;

2.2.1.1.1 The Client is required to provide all "order details" including but not limited to: full Property address, number of bedrooms, property square footage where possible, key-holder name, contact telephone numbers, email address (if possible) and any other relevant information.

2.2.1.2 allow the Service Provider access to any premises as reasonably required by the Service Provider in the course of providing the Services;

2.2.1.3 co-operate with the Service Provider upon the Service Provider’s reasonable request in the identification and rectification of any problem with a key-holder in relation to the provision of the Services;

2.2.1.5 inform the relevant parties of the need to correctly stage their Property (inside and outside) for a professional photoshoot which is expected to last between 30-60 minutes;

2.2.1.6 select the Sample Photos which they would like enhanced from the sample selection; and

2.2.1.7 inform the relevant parties that the Floor Plans provided by the Service Provider are for illustration purposes only and may not be an exact representation of the property.

2.2.2 In the event that the Service Provider requires the decision, approval, consent or any other form of authorization or communication from the Client in order to continue providing the Services (or any part thereof), the Client shall use reasonable endeavours to provide the same in a reasonable and timely manner.

3 Payment Terms

3.1 The Client shall make payment to the Service Provider per order to the amount of 100% of the order cost (without any set off, counterclaim, deduction or withholding), before the Service Provider is obliged to complete any work. For clarity, the Service Provider will only begin work once the payment is received in full.

3.2 The Service Provider will accept payment with credit or debit card via the Service Provider’s website.

3.3 In the event of any late payment, the Service Provider may charge interest pursuant to the Late Payment of Commercial Debts (Interest) Act 1998. Interest shall accrue on a daily basis from the due date of actual payment of the overdue amount. The Client must pay the Service Provider interest together with any overdue amount.

4 Non-Solicitation

4.1 The Client shall not, for the term of this Agreement and for a period of 2 years after its termination or expiry, employ or contract the services of any person who is or was employed, sub-contracted or otherwise engaged by the Service Provider at any time in relation to this Agreement without the express written consent of the Service Provider.

4.2 The Client shall not, for the term of this Agreement and for a period of 2 years after its termination or expiry, solicit or entice away from the Service Provider any customer or client where any such solicitation or enticement would cause damage to the business of the Service Provider without the express written consent of the Service Provider.

4.3 The Client acknowledges the importance of the PFAs used by the Service Provider to provide the Services and agrees that in the event the Client breaches Clause 4.1 or 4.2 the Client shall pay to the Service Provider by way of liquidated damages (and without limiting the Service Provider’s other remedies) a minimum £100,000 per PFA to compensate the Service Provider for the loss of a valued service provider and the costs of recruiting and training a replacement in this specialised field.

5 Confidential Information

5.1 Each Party undertakes that, except as provided by sub-Clause 5(b) or as authorised in writing by the other Party, it shall, at all times during the continuance of this Agreement and for 2 years after its termination:

5.1.1 keep confidential all Confidential Information;

5.1.2 not disclose any Confidential Information to any other party;

5.1.3 not use any Confidential Information for any purpose other than as contemplated by and subject to the terms of this Agreement;

5.1.4 not make any copies of, record in any way or part with possession of any Confidential Information; and

5.1.5 ensure that none of its directors, officers, employees, agents, sub-contractors or advisers does any act which, if done by the Service Provider, would be a breach of the provisions of sub-Clauses (i) – (iv) above.

5.2 Either Party may:

5.2.1 disclose any Confidential Information to:

5.2.1.1 any governmental or other authority or regulatory body; or

5.2.1.2 any employee or officer of the Service Provider or of any of the aforementioned persons, parties or bodies;

5.2.1.3 to such extent only as is necessary for the purposes contemplated by this agreement (including, but not limited to, the provision of the Services), or as required by law.

5.2.1.4 In each case the Party shall first inform the person, party or body in question that the Confidential Information is confidential and (except where the disclosure is to any such body under sub-Clause 5(b)(i)(2) or any employee or officer of any such body) obtaining and submitting to the other Party a written confidentiality undertaking from the party in question. Such undertaking should be as nearly as practicable in the terms of this Clause 5, to keep the Confidential Information confidential and to use it only for the purposes for which the disclosure is made; and

5.2.2 use any Confidential Information for any purpose, or disclose it to any other person, to the extent only that it is at the date of this agreement, or at any time after that date, becomes public knowledge through no fault of either Party. In making such use or disclosure, either Party must not disclose any part of the Confidential Information which is not public knowledge.

5.3 The provisions of this Clause 5 shall continue in force in accordance with its terms, notwithstanding the termination of this Agreement for any reason.

6 Intellectual Property

6.1 Subject to Clause 6.2, the Service Provider hereby grants a non-exclusive licence to the Client to use the Service-Specific IPRs during the term of this Agreement for the purpose of selling or letting a Property once.

6.2 The Client shall not acquire any right, title or interest in any Intellectual Property Rights of the Service Provider or any Service-Specific IPR and the Client shall not be permitted to exploit, use or adapt any Service-Specific IPRs except as expressly permitted by the licence in Clause 6.1.

6.3 For clarity, when dealing with professional photographic services provided by PFAs for the Service Provider, the Client accepts that the Service Provider is sub-licensing the right to use the photos for the original and limited purpose of selling or letting a Property once. The purpose is the essential understanding here; photos produced for the purpose of selling (or renting) of a Property does not mean that the Client can use the same photos for the purpose of marketing its own business or re-use the photos for the purpose of selling (or renting) the Property again in the future unless pre-agreed and written permission is granted by the Service Provider on each specific occasion.

6.4 By uploading to the Service Provider’s website any materials (including, but not limited to: photos, floor plan sketches and other files) in relation to the Services, the Client grants the Service Provider a non-exclusive worldwide royalty-free licence to use the IPRs for those files during the term of this Agreement for the purpose of marketing of professional services, either for the Service Provider or for resale to other parties.

6.5 For clarity, any of these photos and floor plan sketches can be used by the Service Provider under this license in their marketing materials to promote their business or for resale to other companies or individuals for the same purpose.

7 Limitation of Liability

7.1 The Service Provider shall not be liable – whether in contract, tort (including negligence), breach of statutory duty or otherwise – to the Client if it breaches any of its obligations under this Agreement (or arising therefrom), for any loss suffered by the Client in the form of lost revenue or profit or failure to achieve any benefit expected to be derived from this Agreement, loss of use of any asset, loss of data recorded on any computer or other equipment, loss which is not the direct and immediate consequence of the breach, business interruption or management time, or any other loss which is otherwise indirect, commercial, economic, special or consequential.

7.2 The total liability of the Service Provider – whether in contract, tort (including negligence), breach of statutory duty or otherwise – for any and all breaches and/or non-performance of its obligations or liability under this Agreement shall be limited to £1,000,000.

7.3 Nothing in this Agreement shall limit or exclude either Party’s liability for death or personal injury or any other liability which cannot be excluded by law.

8 Ending this Agreement

8.1 This Agreement and shall continue unless terminated in accordance with this Clause 8.

8.2 Either Party may terminate the Agreement given 30 days’ written notice to the other Party. If the Client wishes to end the Contract they may write to the Service Provider at info@keyagent.co.uk or call on 02036680740.

8.3 The Service Provider may terminate the Agreement immediately by sending the Client written notice if at any time:

8.3.1 the Client commits any material breach of any of its obligations under this Agreement or the SLA;

8.3.2 the Client makes any voluntary arrangement with its creditors or, being a company, becomes subject to an administration order (within the meaning of the Insolvency Act 1986);

8.3.3 the Client, being an individual or firm, has a bankruptcy order made against it or, being a company, goes into liquidation (except for the purposes of bona fide amalgamation or re-construction and in such a manner that the company resulting therefrom effectively agrees to be bound by or assume the obligations imposed on that other Party under this Agreement);

8.3.4 anything analogous to any of the foregoing under the law of any jurisdiction occurs in relation to the Client;

8.3.5 the Client ceases, or threatens to cease, to carry on business; or

8.3.6 control of that Client is acquired by any person or connected persons not having control of the Client on the date of this Agreement. For the purposes of this Clause 10, “control” and “connected persons” shall have the meanings ascribed thereto by Sections 1124 and 1122 respectively of the Corporation Tax Act 2010.

8.3.7 the Client is guilty of any fraud or dishonesty; or

8.3.8 the Client acts in any way which the Service Provider believes damages its reputation, or which might damage the Service Provider’s business.

9 Consequences of Termination

9.1 On termination of this Agreement:

9.1.1 the Service Provider shall follow the Client’s instructions to either complete or refrain from completing any outstanding orders;

9.1.2 at the end of the month in which termination occurs the Client shall pay to the Service Provider all outstanding unpaid invoices (and, in respect of Services supplied but for which no invoice has been submitted, the Service Provider may submit an invoice subject to Clause 3, which shall be payable immediately on receipt).

9.1.3 each Party shall, within a reasonable time, return all of the other Party’s property.

9.2 Termination of this Agreement shall not affect any rights, remedies, obligations or liabilities of the Parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the Agreement which existed at or before the date of termination or expiry.

10 Assignment and Sub-Contracting

10.1 Subject to Clause 10.2, this Agreement is personal to the Parties. Neither Party may assign, mortgage, charge (otherwise than by floating charge) or sub-licence any of its rights hereunder without the written consent of the other Party, such consent not to be unreasonably withheld.

10.2 The Service Provider shall be entitled to perform any of the obligations undertaken by it through any other member of its group or through suitably qualified and skilled sub-contractors.

11 Notices

11.1 All notices under this Agreement shall be in writing and be deemed duly given if signed by, or on behalf of, a duly authorised officer of the Party giving the notice.

11.2 Without evidence of earlier receipt, notices given are deemed received:

11.2.1 if the notice was delivered by hand, courier or other messenger, at the time of delivery; or

11.2.2 if the notice was sent by post, at 9.00am on the second business day after it was posted; or

11.2.3 if sent by email at the earlier of when a return receipt is generated automatically by the recipient’s server, or the time the recipient acknowledges receipt, or within 15 minutes after transmission, unless the sender receives notification, or should reasonably know, that the email has not been successfully delivered.

12 Dispute Resolution

12.1 If a dispute arises out of or in connection with this Agreement (“Dispute”) then the parties shall follow the procedure set out in this clause:

12.1.1 either party shall give to the other written notice of the Dispute, setting out its nature and full particulars (“Dispute Notice”), together with relevant supporting documents. On service of the Dispute Notice, a representative of the Client and the Service Provider shall attempt in good faith to resolve the Dispute;

12.1.2 if the representative of the Client and the Service Provider are for any reason unable to resolve the Dispute within 10 days of service of the Dispute Notice, the parties will attempt to settle it by mediation in accordance with the Centre for Effective Dispute Resolution (CEDR) Model Mediation Procedure. Unless otherwise agreed between the parties, the mediator shall be nominated by CEDR Solve. To initiate the mediation, a party must serve notice in writing (“ADR Notice”) to the other party to the Dispute, requesting a mediation. A copy of the ADR notice should be sent to CEDR Solve. The mediation will start not later than 21 days after the date of the ADR notice.

12.2 No party may commence any court proceedings in relation to the whole or part of the Dispute until 60 days after service of the ADR Notice, provided that the right to issue proceedings is not prejudiced by a delay.

12.3 If the Dispute is not resolved within 60 days after service of the ADR Notice, or either party fails to participate or to continue to participate in the mediation before the expiration of the said period of 60 days, or the mediation terminates before the expiration of the said period of 60 days, the Dispute shall be finally resolved by the courts of England and Wales in accordance with Clause 15(i) of this Agreement.

13 Force Majeure

13.1 The Service Provider shall not be liable for any failure or delay in performing their obligations where such failure or delay results from any cause that is beyond their reasonable control. Such causes include, but are not limited to: power failure, internet service provider failure, industrial action, civil unrest, fire, flood, storms, earthquakes, acts of terrorism, acts of war, governmental action or any other event that is beyond their control.

14 Severance

14.1 In the event that one or more of the provisions of this Agreement is found to be unlawful, invalid or otherwise unenforceable, that / those provision(s) shall be deemed severed from the remainder of this Agreement. The remainder of this Agreement shall be valid and enforceable.

15 General

15.1 This is the whole Agreement between the Client and the Service Provider and replaces any previous agreements between the Parties.

15.2 Each Party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Agreement.

15.3 No-one other than the Client and the Service Provider has any rights under this Agreement.

15.4 Subject to this Clause 15.5 this Agreement shall continue and be binding on the transferee, successors and assignees of either Party as required.

15.5 The Client may not assign this Agreement or any of their rights or obligations under this Agreement. The Service Provider may assign this Agreement or any of its rights and obligations to any company owned by, or which is an affiliate or subsidiary of the Service Provider, or to anybody acquiring the Service Provider’s business or its assets.

15.6 If the Service Provider needs to contact the Client, contact will be made by telephone or by writing to the Client at the email address or postal address provided in the Client’s order(s).

15.7 The Service Provider may use the information provided by the Client to:

15.7.1 supply the Services to the Client;

15.7.2 process the Client’s payment for the Services; and

15.7.3 give the Client information about similar Services offered by the Service Provider (but the Client may stop receiving this at any time by contacting the Service Provider in writing).

15.8 The Service Provider and the Client agree that the courts of England and Wales are the only place where disputes or claims relating to or connected with this Agreement (including non-contractual disputes or claims) may be decided.

16 Services

16.1 The Service Provider will provide an online portal for the Client to place orders and manage all orders.

16.2 Standard On-Site Photography Service:

16.2.1 Location of keys to gain access to the property is of a reasonable distance to the property (in most cases the keys are expected to be at the property requiring no further travel but no further than 5 miles from the property outside of London and within London no further than 2.5 miles from the property).

16.2.2 Standard property staging is included.

16.2.3 No bespoke preferences are included.

16.2.4 Human QA is not included as part of the Standard Service.

16.3 Standard Property Staging Service

16.3.1 Standard property staging assumes the property has already been prepared for the photoshoot, (prior to the Service Provider’s representative visiting the property) with the purpose of ensuring the order requirements can be completed as quickly and efficiently as possible.

16.3.2 When at the property, the Service Provider’s representative will perform basic and quick actions to stage the property (if needed). Although not expressly required/promised, these may include shutting or opening doors and windows, simple movement of light furniture or requesting for cars, bins or mess to be moved if the client is present.

16.3.3 It is not the Service Provider’s responsibility to clean or move furniture, cars, bins, dishes, clothing, towels, or any other mess.

16.3.4 The Service Provider will make every effort to avoid taking photos which include any offensive objects but this could result in a less than perfect photo with the aim to ensure that people, cars or mess are not shown in the photos.

16.4 Standard Photo Enhancement Service

16.4.1 Basic photo enhancement is designed to improve final photos by delivering a more consistent final product despite changing weather, daylight, photographer, equipment etc and includes (where appropriate):

16.4.1.1 Adding blue skies;

16.4.1.2 Performing colour corrections;

16.4.1.3 Removing or reducing shadows;

16.4.1.4 Performing contrast and colour saturation corrections;

16.4.1.5 Correcting converging verticals; and

16.4.1.6 Cropping images.

16.4.2 Standard enhancement does not include photo manipulation or rebuilding services.

16.4.2.2 Photo Rebuilding (Complex Photo Enhancement): Often occurs post-Photo Manipulation if the object removed was in a complicated area of the photo (i.e. behind other objects, a large object) or the background to the object is complex. This type of manipulation makes it very difficult to rebuild what would have been behind and around the removed object and is time consuming.

16.5 Standard On-Site Floor Plan Service

16.5.1 Location of keys to gain access to the property is of a reasonable distance to the property (in most cases the keys are expected to be at the property requiring no further travel but no further than 5 miles from the property outside of London and within London no further than 2.5 miles from the property).

16.5.2 Standard Floor Plan preferences are included.

16.5.3 The Final Floor Plan produced will be for illustration purposes only and may not be accurate for any other purpose.

16.5.4 Human QA is not included as part of the Standard Service.

16.6 Additional Costs

16.6.1 Cancellation Fees. If an appointment or order is cancelled fewer than 24 hours before a confirmed appointment time, a Cancellation Fee will be charged by the Service Provider to the Client for 50% of the value of the order. This fee also applies if the appointment is attended by the Service Provider but cannot be completed.

16.6.2 Part Completion Fees. If an order is cancelled and has been part-completed by the Service Provider, a fee of 50% of the value of the order will be added and chargeable to the Client.

16.6.3 Travel Fees. Where the keys for access are not in a reasonable distance from the property (see 16.2.1 and 16.5.1) then a fee per mile of £2.50 per mile outside of London and £3.50 per mile inside of London will be applied.

16.6.4 Large Property Fees. Where a Floor Plan has been ordered and the total square footage exceeds 2,000sqft an additional charge of £10 will be added to the order. If the Floor Plan exceeds 2,500sqft then a further additional charge of £0.05 will be added per sqft above 2,500.